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Bonnaroo launched in 2002 as a haven for free-form jam-bands and the tie-dyed, dreadlocked masses who love them. While hipper folks mocked their patchouli-soaked fun, tens of thousands gathered each summer to camp out, listen to scores of bands and celebrate the ideals of musicianship, communal living and the simple beauty of dancing in the sun.

This summer, in its fifth year, Bonnaroo dramatically diversified its lineup to include headliners Radiohead and Tom Petty, along with some of the best musicians from the worlds of indie-rock, hip-hop, blues, funk, jazz, reggae, country, world music and bluegrass. At first, it might seem like the hippies caved and brought in the big guns to bring some order and dignity to this shindig. But one trip through the Bonnaroo campgrounds in Manchester, Tennessee, and it's clear: The mountain moved to Mohammed. The patchouli stays in the picture.

Bonnaroo fans certainly didn't all look the same this year. Next to the girl in Birkenstocks and a flower dress was the hipster dude with an angular haircut and, on the other side, an older guy, carrying a lawn chair and binoculars. But they lived and danced together the Bonnaroo way. Good vibes permeated nearly every set, as artists as diverse as the Streets and Death Cab for Cutie could be heard yodeling the weekend's hearty salute: "Bonnarooooooo!" At night, all comers could be heard cackling across the land, stopping in at the new made-for-stoners comedy tent, tripping through the made-for-those-on-acid Enchanted Forest or the made-for-those-on-ecstasy Silent Disco.

Founders like Buddy Guy and Dr. John -- who gave the festival its name (more on that later) -- brought their best to the fest, as if to signal their approval of such a celebration. Even Thom Yorke, the dour frontman whose paranoid lyrics seem antithetical to the hippie way, was backstage during Damian Marley's set, jumping up and down, grinning and chanting along with everyone else: "Out in the streets, they call it murder!"

Call it vindication, if you want: The hippies, who long ago gave up trying to be cool, ignored the sniffs of the mainstream and insisted that it was all about the music, put on America's best festival. And they did it their way. Here's how . . .

Thursday, 5 p.m.

Campers are trickling in on the day before the festival really gets started. They make their way to one of ninety-three randomly assigned camps, with names like "Camp Jeff Spicoli" and "Camp Fat Bastard." Micro-cities begin to take shape within the massive collection of polyurethane, poles and humanity called Tent City. There will be street names, bad neighborhoods and thriving markets, both official and underground, selling everything from ponchos and jewelry to vodka and mescaline.

The main festival ground is called Centeroo and includes ten music venues, including the Who Stage, Which Stage, This Tent, That Tent and The Other Tent. Countless Who's-on-First-style routines commence, none of which would be that funny to sober people. The Hippies have really dug in around this place. For further evidence, witness the Good Vibes patrol, a squadron of volunteers dispatched to encourage recycling on the premises.

There is also a movie theater, which will run nearly nonstop over the course of the festival, showing everything from Walk the Line and This Is Spinal Tap to live feeds of the NBA Finals and the World Cup. Looking at the schedule, many wonder about the poor souls who will be watching Rocky IV on Saturday night while Radiohead plays on the What Stage.

The music also begins Thursday night, with sets by veteran Philly indie-rockers Marah and Aussie jam-rock sextet Cat Empire. An early highlight was the Wood Brothers. Chris Wood of Medeski, Martin and Wood played some nasty upright bass while his brother Oliver slapped his steel hollow-bodied guitar to great effect. On "Luckiest Man," Chris broke out the harmonica and hearty cheers mingled with the thick ganja smoke in the air.

Friday 12:45 p.m.

The heat and humidity are stifling as the grounds fill with excited fans. At least one contingent, the many New Orleans musicians in attendance, loves it. "They ordered this humidity just for me," dapper pianist-songwriter Allen Toussaint tells us. "It feels like New Orleans out there. We could make coffee with the humidity."

Among the first to brave the heat is Devotchka, a folk quartet inspired by music from Eastern Europe, hitting the intimate Sonic Stage. Indie-rock kids pour into the mini-stage area to watch them weave beguiling tunes from diverse instrumentation including a theremin, a sousaphone and the long-necked Greek guitar called a bouzouki.

1 p.m.

My Morning Jacket's Jim James is checking out a set by singer-songwriter Andrew Bird at That Tent. This is James' fourth Bonnaroo and he's an unqualified advocate. "Festivals give people a chance to get out and live an alternate existence for a weekend," he says, "to forget about work and forget about their troubles and just come out and see a tone of music and have fun."

1:30 p.m.

Where's Matisyahu? The Hasidic reggae star loves Bonnaroo -- his guest appearance on stage with Trey Anastasio last year helped make him a star -- and in 2006, he's livin' zaftig at the fest. Soon after arriving in Manchester, he and his wife make their way to the photo booth in the artists' compound for some candids. Challah!

2 p.m.

The masses turn out in force for the first time to see Ben Folds' set on the Which Stage, where he leads them in three-part harmony ("Everyone with a low voice sing this part . . . ") and pounds his piano's keys with a ferocity that's made him a favorite with the likes of Mike Skinner of the Streets, who later tells us Folds is the artist at Bonnaroo with whom he'd most like to collaborate. To close his set, Folds hurls his piano stool at the keys a half dozen times and leaps atop his baby grand to receive the ample ovation accorded by fans who seemed to know the words to even his Internet-only EPs. "I don't love playing for huge crowds, but that crowd was a very intelligent, considerate crowd," he tells ROLLING STONE backstage after the set. "I was surprised at the number of people who didn't mind singing. It sounded amazing. They're really in tune." Earlier, Folds stopped at the Troo Music Lounge to check out the set of Brooklyn singer-songwriter Corn Mo, a favorite of his. "The fact that they had their finger on the pulse enough to know [Mo] says a lot," Folds says of Bonnaroo's organizers. "The people putting this together were clearly music fans."

4 p.m.

Nobody looks less hippie that Bright Eyes' Conor Oberst. The emo wunderkind's embrace of the proceedings seemed to set the stage for a string of incredible indie-rock performances over the festival. "I get the impression a lot of you come out every year to check out new music," he says from the stage. "I think that's very cool." And with that, the hipsters and the hippies entered a Yalta-like pact.

Over the course of the set, he brought in a string of guests, including Gillian Welch, Steven Rawlings, My Morning Jacket's Jim James and the Super Furry Animals' Gruff Rhys, to form an indie-rock supergroup for "Singing a Song in the Morning," by the Soft Machine's Kevin Ayers. "They just showed me the song five minutes before and I was like 'OK,' " Jones told us backstage after the show. You know who else was grooving backstage to the show? You got it: Matisyahu.

photo: Hal Horowitz/WireImage.com

6:15 p.m.

The choices available to Bonnaroosters at this moment underline the depth and diversity of this festival. On the What Stage, Oysterhead, the supergroup composed of Les Claypool, Trey Anastasio and Stewart Copeland have reunited after five years. They play selections from their 2001 album, The Grand Pecking Order, then move on to some next-level jam-band shit. Claypool dons an Elvis mask and plays a bizarre modernist stand-up bass -- it looks like he ripped off a strip of the track lighting from his trailer -- while Trey whips out his famous "Matterhorn" guitar, twisting the contraption's antler extension to create some distorted mayhem. Copeland is playing drums in a relatively traditional matter. Except that he's wearing bright white gloves and after the show mumbles something about wanting to run around naked in the crowd.

Meanwhile, on the Which Stage, Death Cab for Cutie are representin' the hipsters. Frontman Ben Gibbard's white button-down shirt is drenched, as he jumps around spastically to favorites like "Sound of Settling." Amid a ten-minute improvisational guitar squall, Gibbard waves John Roderick of label-mates the Long Winters onstage. Practically mid-strum, he lofts the six-string to Roderick who picks up where Gibbard left off. In one motion, Gibbard swoops onto a second drum kit and he and first primary Jason McGerr build to a thrilling, thrashy climax.

Meanwhile, Cat Power, who has notoriously been dogged by stage fright, is playing one of her most confident, assured shows ever in That Tent. The quirky singer-songwriter hops and skips across the stage and even requested a bottle of water mid-song, which she took a sip of and splashed the crowd with. Playing with the Memphis Rhythm Band, Marshall covered tracks off her new album The Greatest. "I have a really bad relationship with these things," she announced before sitting down at the keyboard. Her mike stopped working midway through the next song.

In This Tent, Ricky Skaggs & Kentucky Thunder are finger-picking their way to bluegrass glory, and in the Other Tent, Robert Randolph and the Family Band are playing their patented blend of gospel and rock, fronted by Randolph's heavenly pedal-steel guitar in the Other tent. "The energy here is better that anywhere else," Randolph says backstage. "We get hotter chicks at our shows after Bonnaroo. This is like our church now."

9:05 p.m.

The music stopped at all the stages at 8:30, the scheduled time for Tom Petty's show (although anti-Petty die-hards can still watch King Kong in the cinema). After thirty-five minutes of swirling anticipation and chants of "Pe-tty," Tom Petty and the Heartbreakers stride onstage. He grins, shakes his head at the 80,000-strong spectacle before him and launches into a thrilling run of hits, including "You Don't Know How It Feels," "I Won't Back Down" and "Free Fallin." He makes broad strumming gestures with his arms and kicks his legs, as if teaching a clinic on how to reach a huge crowd. They covered the Yardbirds' version of "I'm a Man" and the Traveling Wilbury's "Handle With Care." After introducing his band, Petty sent thousands of jaws dropping when he introduced Stevie Nicks, who joined him for their duet "Stop Draggin My Heart Around." "I told you you were gonna have fun, didn't I?" Petty grinned.

Petty and friends charged on for more than two hours, playing more hits than many remembered he had, including tight versions of "Learning to Fly," "Don't Come Around Here No More," "Refugee" and "Running Down a Dream." After an encore of "Gloria" and "American Girl," Petty surrendered the stage, likely with thousands more fans than he had when he walked on it.

Midnight

Fans faced another self-defining moment after midnight. At This Tent, Common, Blackalicious and Lyrics Born held court at the weekend's first hot hip-hop set. Common got the crowd hyped with his break-dancing skills and pushed them over the edge with a cover of Dr. Dre's "Nuthin' But a G Thing." About 500 yards away, true jam-band fans headed to the Other Tent to see Umphrey's McGee and the Disco Biscuits.

But the best attended gig was a solo set from My Morning Jacket, the eclectic hard-rocking quintet, which made its fourth appearance at Bonnaroo in 2006. The band tread lightly on its experimentalism of its most recent album, Z, and played more straightforward, soaring rock, including covers of the Rolling Stones' "Loving Cup," the Who's "A Quick One While He's Away" and the Band's "It Makes No Difference." "Bonnaroo is kinda like Thanksgiving or Christmas for us," My Morning Jacket frontman Jim James says backstage. "It's another day on the calendar that you really look forward to."

Saturday

12:30 p.m.

While the Neville Brothers bring their sweet New Orleans soul to the What Stage, U.K. rockers the Magic Numbers played their first gig in a while at the Which Stage. The band debuted some songs from their forthcoming follow-up to their self-titled 2005 disc. Backstage, singer Angela Gannon tells us the band is happy to be on the road again, trying out new songs and looking forward to a late-summer string of shows with the Flaming Lips and Sonic Youth.

2:30 p.m.

Buddy Guy and his Damn Right Blues Band give a shout-out to the late Ray Charles before launching into "What'd I Say." Meanwhile, Clap Your Hands Say Yeah are giving the tightest set of their lives in That Tent and indie-rock outfit Steel Train, back for a second year at Bonnaroo, are rocking This Tent. Frontman Jack Antonoff agrees with the current consensus. "It seems like, compared to last year, it's a totally different group of people here for the shows," he tells us. "A lot more indie kids."

3:30 p.m.

Elvis Costello and the Imposters draw hordes to the What Stage for a rousing retrospective set, including "Watching the Detectives," "Pump It Up" and "Allison." Legendary New Orleans pianist-songwriter Allen Toussaint joins Costello onstage to play cuts for the duo recent collaboration, The River in Reverse.

After the set, Toussaint reflects on the increased attention given to Toussaint and New Orleans in recent days. "Katrina has been quite a booking agent," he tells us, and it's true: the Preservation Hall Jazz Band, the Neville Brothers, Dr. John and the Rebirth Brass Band are all here and it's unlikely they all would have otherwise, were it not for the collective good will afforded the city in recent months. "Everywhere the New Orleans musicians have been sent, they've been wonderful for us. I must say, out of the balancing act between good and evil out of Katrina, good is winning."

In the other tent, world-music fans flock to see Amadou and Mariam. Bonnaroo marked the second U.S. festival for the married Malian couple, who initially found recognition on the European circuit. Both are blind and met as children at a school for the handicapped. Combining African tropical music with the Led Zeppelin and Pink Floyd guitarist Amadou grew up listening to, the two won over a crowd with their re-invented and electrifying Malian folk songs. The two performed arm in arm wearing matching silver-rimmed shades. The group's djembe player beat the drum so fast his hands were invisible. "I love you," Miriam announced to the audience before leaving.

4 p.m.

Bob Marley probably appeared on more T-shirts at Bonnaroo than any other artist. His music could be heard drifting from tents throughout the campground. It's no surprise devotees flocked to a set from his son, Damian Marley. The crowd was enthusiastic, but seemed a little flummoxed when Damian covered some of his father's songs that weren't on the mega-selling hits CD Legend, like "Zimbabwe" and "Bad Card." But Marley didn't mind. "A lot of people here were not familiar with the music but I won them over and they really, really got involved with the concert," he told us afterwards.

Thom Yorke certainly got involved. The Radiohead frontman, who had just arrived on site for the night's forthcoming headlining spot, was backstage, singing along to the lyrics and jumping with the crowd. Marley was happy to hear about a new fan but was largely unmoved by Yorke's presence. "I cannot lie," he said. "I'm not too familiar with his music."

5:30 p.m.

Beck's lively, eclectic, fun-filled set proved to be a highlight of the festival for a lot of concertgoers, among them Rob Derhak of jam-band veterans moe. "I've never been so blown away by a concert," he told us. "It was just phenomenal. I would love to go onstage with him."

He ripped through favorites like "Devil's Haircut" and "New Pollution" with his band before settling into a solo acoustic set while his band sat down to eat dinner on stage. The mini-set included fan favorite "Debra," Radiohead's "Creep" ("I don't think Radiohead's gonna play this tonight," he quipped), and the Flaming Lips' "Do You Realize." The latter cover -- achingly performed -- is particularly interesting since Beck and the Flaming Lips haven't gotten along too well since the band went on tour as Beck's backing band in 2002 (Lips frontman Wayne Coyne recently told ROLLING STONE: "When you're around him and all his Scientologist bullshit and all the fifty different road managers that have to get him his food and everything, yeah, it gets annoying.")

Things really took off when the band starting playing percussion with their utensils and plates during "Clap Hands," building to a triumphant, funky climax. Throughout the set, puppet replicas of Beck and the band danced around them, sitting on their instruments. Down the stretch, the band played a video of the puppets touring the Bonnaroo grounds. "I smell hippies," the Beck puppet sniffs. Hilarious.

7 p.m.

Fans drift from the Beck show to Cypress Hill, who are playing at the Which Stage, which is mounted with a giant blown-up Buddha for the set. They performed classics like "Illusions," "Hits From the Bong," and 'I Ain't Goin Out like That," which all immediately triggered clouds of smoke to rise from the crowd. "You ready to pump shit up right now?" B Real encouraged from the stage. "Do You Like Smoking Bob Marley-sized spliffs?" Backstage, Damian Marley was laughing too hard to give his assent.

By the end of the set the crowd was tossing joints onto the stage, which the MCs lit up, puffed and tossed back into the crowd. "We're Cypress Hill and we say goodnight like this," B Real told the stoned and fist-pumping audience -- mostly tattooed and shirtless dudes -- as his mike partner Sen Dog kicked off "Rock Superstar" from the front row.

8:30 p.m.

Radiohead took the stage precisely at 8:30, opening with "There There" from Hail to the Thief. After two days of anticipation, the thrill was enormous. But as the band moved on and tried out some new material, including "Body Snatchers," the video screens gave out, leaving 75,000 of 80,000 fans little to look at, and the crowd grew listless. When the screens ultimately did return, about eight songs into the set, they flashed smaller images of band members, cut with an arsenal of graphic and visual effects. Such a program might be appropriate for the five- to six-thousand seat venues the band has been playing -- where everyone can at least sorta see the band, but before 80,000 people, it defeats the screens' central purpose: to show fans what's happening onstage.

Over the course of the set, as the band reached set-list high points like "The Bends," "Mixamatosis" and "Fake Plastic Trees," and underwhelmed crowd seemed to come around. By the time the encore came around, including "Idioteque" and "Karma Police," most in the crowd were back to their early state of ecstasy.

Backstage and on the VIP risers, you couldn't throw a laminate without hitting a famous musician or actor. Reviews were mixed: My Morning Jacket's Jim James said the set was "OK, a little sleepy." Drea DeMateo, deceased Sopranos caster and girlfriend of Shooter Jennings, who played the festival, said it was "fucking terrible -- depressing kill-yourself music." The Kings of Leon, who came to the festival as fans, said it was "amazing."

Midnight

Another tough decision as two great sets launched at the midnight hour. In This Tent, New Orleans reigned, as Dr. John donned full Night Tripper regalia, including a feather headdress, and shared the stage with Ivan Neville. Rebirth Brass Band followed, and Neville and his band, Dumpstaphunk, wrapped it up.

In That Tent, the event billed as "Superjam" featured a reunion of Trey Anastasio and Phish bassist Mike Gordon. Proving his dedication to Bonnaroo, after his Oysterhead set on Friday, Anastasio flew to St. Louis to open for Tom Petty, and then flew back for this late night set where the duo debuted new material, giving fans hope for a Phish reunion. Dead bassist Phil Lesh, who would headline on Sunday, joined for "Casey Jones" and "Goin' Down the Road Feeling Bad." "They brought me up for comic relief," Lesh said afterwards. "What a gas it is to play with those guys."

Our man Matis was grooving backstage, back from his obligatory shabbos break.

Sunday

1:25 p.m.

Steve Earle was backstage to check out Nashville punk-rockers Be Your Own Pet's early afternoon set. The Tennessee native was happy to finally be playing Bonnaroo. "I've never fucking been asked until this year," Earle told ROLLING STONE. "It's great that it's gotten this big. Coachella, Austin City Limits and this one -- Somebody finally went to Europe and figured out how a festival worked. I play Roskilde a lot, I play Glastonbury a lot and this is what festivals are supposed to be like."

2:30

New Orleans duo Deadboy and the Elephantmen close out their set with a cover of the Pixies' "Wave of Mutilation."

3:15 p.m.

Mike Skinner, aka the Streets, didn't know exactly how many people were going to show up for his set. Arriving in from Arkansas earlier in the day he told ROLLING STONE, "This is my first American festival, but it already feels like a European one. " Skinner, with fellow MC Leo Inewacho, got the This Tent rowdy not only by intermixing tidbits of current hits like the Arctic Monkeys' "I Bet You Look Good On the Dancefloor" and the Pussy Cat Dolls' "Don't Cha" into their hip-hop and R&B, but by opening a bar onstage.

Skinner passed out red Solo cups with shots of brandy before jumping off the stage and pouring it straight into the thirsty mouths of the front row.

Skinner's set was eclectic, switching between R&B, hip-hop and tropical on the Caribbean-tinged "When He Wasn't Famous." Beachballs kept getting tossed up onstage. One audience member got too much brandy and managed to get up on stage wearing a fluorescent green inner-tube, but Skinner did what anyone else would have -- gave him another shot of the brandy. Skinner in the end shouldn't have worried. Lots of people came and left drunk.

4 p.m.

"I'm so hungry/You're like water for my soul when it gets thirsty/Without you there's no me /You're the air that I breathe," Hasidic reggae artist Matisyahu chanted before closing out his set. "This is the soundtrack for my life," he exclaimed of the spiritual lyrics in his hit single "King Without a Crown." This year Matisyahu graced the event's second largest stage, a step up from the tent he played last year at his first Bonnaroo -- a performance accredited as his breakthrough. As Matisyahu sang "ei-yo"'s and "oooh-yo"s raindrops teased the crowd. A kora player from world fusion group Toubab Krewe joined Matisyahu, who showed his beat box skills, for an improvisational Bonnaroo be-bop jam. During "Jerusalem" Matisyahu jumped into the crowd and bodysurfed before being rescued by his Hasidic entourage and returned to the stage to lead the crowd into a group pogo-jump. Matisyahu delivered a three-song encore that included Youth tracks "Fire of Heaven/Alter of Earth" and "Indestructible," as well as "Exaltation" off his debut live album Live at Stubb's.

5:15 p.m.

"I see a lot of people that are smiling but don't look wasted!" Atmosphere's Slug announced to the crowd during his early evening set. With DJ/producer Ant spinning the turntables, the MC jumped up on stage with fellow Ryhmesayers labelmate Brother Ali. Halfway through performance, which mixed old tracks with new songs off 2005's You Can't Imagine How Much Fun We're Having, the Minneapolis duo was joined by a five-piece band that helped revive the crowd to its usual self: "I smell a lot of weed." Slug applauded toward the end.

6 p.m.

Sonic Youth's set, the band's second time performing at Bonnaroo, was saturated with new tunes off their recently released fifteenth studio album, Rather Ripped. Opening up with "Incinerate" and "Reena," singers Kim Gordon and Thurston Moore refused to act their age, head-banging through the set to a manic crowd that included some bodysurfing. Gordon shredded the bass wearing heels and sang over Youth's signature shoegazing and psychedelic riffs. Former Phish bassist Mike Gordon watched from side stage.

8:30 p.m.

Phil Lesh and Friends took the honor of closing out the fifth Bonnaroo. Joining the Grateful Dead bassist were Joan Osbourne, guitarist Larry Campbell and John Scofield as well as usual band members drummer John Molo and keyboardist Rob Baracco. The lineup mostly jammed through Dead classics like "Uncle John's Band," "Scarlet Begonias," "Shakedown Street," "Fire on the Mountain" and "Not Fade Away." Osbourne gyrated like a hippie flower child onstage, but delivered strong vocals that never disappointed or made you want to say "stop singing," even when she belted out the cover of Jimi Hendrix's "All Along the Watchtower." The band also covered the Rolling Stones classic "Gimme Shelter," before closing with another Dead classic, "Franklin's Tower." Lesh -- who received a liver transplant in 1999 that saved his life -- gave his usual speech about becoming an organ donor before the band's one-song encore, "Box of Rain." "Let's make a date to come back next year," Lesh told the crowd before finishing. And those there all mentally marked the third week of June in 2007 on their calendar.